File: '\\swfile\EmailIn\20251027 134607 Attachment USHA NR 2025 10 27 - Convertible Debentures.docx'

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Usha Resources Non-Brokered Private Placement of Convertible Debentures

Vancouver, British Columbia / October 27,, 2025 - Usha Resources Ltd. ("Usha", "USHA" or the "Company") (TSXV: USHA) (OTCQB: USHAF) (FSE: JO0), a North American mineral acquisition and exploration company, announces that, subject to the approval of the TSX Venture Exchange (the "TSXV"), it intends to complete a non-brokered private placement (the "Private Placement") of up to $500,000 through the issuance of up to 500 unsecured convertible debentures (the "Debentures").

Each Debenture will have a principal amount of $1,000, a one-year term (the "Maturity Date") and be convertible into common shares (the "Shares") of the Company on the Maturity Date at a conversion price of $0.05 per Share. Additionally, the Debentures will bear an interest rate of 5%, payable semi-annually starting six months from the closing date of the Private Placement, payable in Shares based on the 15-day VWAP of the Shares or cash, at the Company's election.

The proceeds from the Private Placement will be used for general working capital. The Debentures will be subject to a four-month and one-day statutory hold period from the date of issuance, in accordance with applicable securities laws.

About Usha Resources Ltd.

Usha Resources Ltd. is a North American mineral acquisition and exploration company focused on the development of quality critical metal properties that are drill-ready with high-upside and expansion potential. Based in Vancouver, BC, Usha's portfolio of strategic properties provides target-rich diversification and includes Southern Arm, a copper-gold VMS project in Quebec, Jackpot Lake, a lithium brine project in Nevada and White Willow, a lithium pegmatite project in Ontario. Usha trades on the TSX Venture Exchange under the symbol USHA, the OTCQB Exchange under the symbol USHAF and the Frankfurt Stock Exchange under the symbol JO0.

USHA RESOURCES LTD.

For more information, please call 778-899-1780, email info@usharesources.com or visit www.usharesources.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities to be issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.